Atari 2011 Annual Report Download - page 151

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ANNUAL FINANCIAL REPORT – REGISTRATION DOCUMENT
151
4. PRINCIPLES AND RULES GOVERNING THE COMPENSATION AND BENEFITS PROVIDED TO
CORPORATE OFFICERS
Within the Board of Directors, the three-member Nomination and Compensation Committee, which includes two
independent directors, is in charge of making proposals to the Board of Directors regarding compensation paid
by the Group (mainly to officers and executives) and the distribution of stock options and free shares.
Fees are paid to the Directors on the basis of their participation at Board and committee meetings. Since Fiscal
Year 2010/2011, the director fees policy also encourages physical presence in order to enhance cohesion within
the Board.
The gross compensation paid to the Chairman of the Board is composed of fixed compensation, Directors fees
and, a monthly cash compensation of €30,000 in his capacity as Chairman of the Finance and Resources and the
Strategy as-hoc Committees, for which it is expected that he shall devote 10 days per month. The gross
compensation paid to the Chief Executive Officer includes a fixed portion and a variable portion, set annually by
the Board of Directors on the basis of proposals submitted by the Nomination and Compensation Committee. The
variable compensation of the Chief Executive Officer is contingent on the achievement of annual performance
criteria. In addition, officers, executives and selected critical managers were granted stock options.
Compensation paid to members of the Board of Directors is described in section 7 of the Board of Directors’
Management Report included in the Registration Document.
5. DISCLOSURE OF INFORMATION REQUIRED UNDER ARTICLE L. 225-100-3 OF THE FRENCH
COMMERCIAL CODE
The Board of Directors’ Management Report, which is included in the Registration Document, contains the
information required by Article L. 225-100-3 of the French Commercial Code.
6. SPECIAL CONDITIONS APPLICABLE TO SHAREHOLDERS’ PARTICIPATION IN SHAREHOLDERS’
MEETINGS
The special conditions that apply to the participation of shareholders in Shareholders’ Meetings are set forth in
Article 19 of the Company’s Articles of Incorporation a copy of which may be downloaded from the Company’s
website.
Frank E. Dangeard - Chairman of the Board of Directors
STATUTORY AUDITORS’ REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L.
225-235 OF THE FRENCH COMMERCIAL CODE ON THE REPORT PREPARED BY
THE CHAIRMAN OF THE BOARD OF DIRECTORS OF ATARI
Year ended March 31, 2011
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience
of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and
professional auditing standards applicable in France.
To the Shareholders,
In our capacity as the Atari Company’s auditors and pursuant to the provisions of article L.225-235 of the
Commercial Code, we hereby submit to you our report concerning the report prepared by your company’s
chairman in accordance with article L.225-37 of the Commercial Code for the fiscal year ended March 31, 2011.
The chairman is required to prepare and submit to the board of directors for approval a report on internal control
and risk management procedures implemented by the company, and providing other information as prescribed by
article L.225-37 of the Commercial Code, in particular concerning the corporate governance system.
Our responsibility is to:
• report to you any observations on our part regarding the information contained in the chairman’s report on
internal control and risk management procedures pertaining to the preparation and treatment of accounting
and financial data; and
• certify that the report contains such other information as is required by article L.225-37 of the Commercial
Code, provided, however, that it is not our responsibility to verify the fairness of such other information.
We have performed our examination in accordance with the standards of our profession applicable in France.
Information concerning internal control and risk management procedures pertaining to the preparation
and treatment of accounting and financial data